By setting a record date, a board can stop the clock on its shareholder register and take a picture of it on a particular date. This makes it easy to tell who has the right to vote. But it also means many shareholders are disenfranchised. If you bought Dell shares earlier this week—or any time since the June 3 record date — you have no right to vote those shares at Friday’s scheduled shareholders meeting. The shares you bought will be voted by the person who sold them to you (or possibly someone even earlier in the ownership chain if your seller bought the shares after June 3), even though the person with the right to vote may have no economic interest in Dell shares at all. This is sometimes referred to as “empty voting” and can create all sorts of problems, including the issues which have been raised by Michael Dell and Silver Lake with the current voting standard for their deal: that shares that don’t show up to vote (including those that have changed hands after the record date) are effectively treated as “no” votes on their deal.

The process of fixing a record date weeks in advance of a shareholders’ meeting made a lot of sense in the days of paper certificates, particularly when stock transfer ledgers were updated by hand. Without either setting a record date well in advance or actually closing the stock transfer books (and preventing transfers entirely) there could be mass confusion as to who has the right to vote.

Plus, when the concept of a record date was developed, shareholders only received information about meetings in a printed document mailed to shareholders. Delaware law requires minimum notice provisions for meetings so that shareholders have a reasonable opportunity to receive and review those materials. In the case of a merger, 20 days’ notice is required prior to the meeting. By setting a record date at least this much in advance of a meeting, a company can be sure it satisfies this notice requirement.

But these reasons for setting a record date weeks before the actual meeting have disappeared. Transfer agents and brokerage firms can create a real time list of shareholders with just a few keystrokes. In terms of notice of a shareholders’ meeting, a person who buys shares can be told of the shareholders’ meeting and given a link with information about the matter in an email as soon as he buys the shares, or it could be written right on the confirmation of the trade. True, that new shareholder may not have 20 days to consider a merger. But isn’t it fairer to give him a short period to vote than not permit him to vote at all—which is the result of the current record date process?

The bottom line is that the setting of record dates weeks in advance of a meeting is an outdated requirement.

Don’t expect any changes in the process soon. Like so many provisions of corporate law, this one provides protections to managements that they won’t want to give up. If the record date were to be the day before a meeting, an activist shareholder could try to buy large numbers of shares a few days before the meeting and affect the outcome.

This concern might be worthwhile regulating at the extremes, particularly when it relates to the election of directors and control of the company. But the outdated record date process is too blunt an instrument to be retained for that purpose.

Setting record dates weeks in advance of a meeting primarily has the effect of disenfranchising those who buy stock after the record date and giving empty votes to those that sell. That makes no sense. And it leads to arguments like Dell’s special committee is having over changing record dates which are irrelevant distractions from the fundamental issues.